Form SH12 UK: Notice of Variation of Class Rights Explained

At a glance

• What it's for: notifying Companies House that the rights attached to a class of members have changed, in a company without share capital (typically a company limited by guarantee).
• Not for: companies with share capital varying rights attached to a class of shares — that's form SH10, made under a different section (s.637 CA 2006).
• Statutory basis: section 640 of the Companies Act 2006 — the duty to deliver particulars of the variation to the registrar.
• Deadline: one month from the date the variation was made, not from when the paperwork is ready.
• How rights are varied in the first place: per the company's articles, or — if the articles are silent — consent in writing from at least three-quarters of the class, or a special resolution at a separate class meeting (s.631).
• Objection right: members holding at least 15% of the class who did not consent may apply to the court within 21 days to have the variation cancelled (s.634).
• Fee: SH12 does not appear in the Companies House fees schedule — in practice there is normally no fee, but check GOV.UK for the current position.
• Consequence of missing the deadline: a criminal offence by the company and every officer in default, punishable by a fine (s.640(2)–(3)).

What Form SH12 is for

Form SH12 is the Companies House filing that records a variation in the rights attached to a class of members, for a company that does not have a share capital. Companies limited by guarantee — the structure used by many charities, social enterprises and membership bodies — and unlimited companies without shares are the usual candidates.

Where such a company has different classes of member, perhaps with distinct voting weights, rights to appoint directors, or entitlements on a winding up, any change to those rights must be notified to the registrar. GOV.UK's own description of the form is precise on this point: it is for giving notice of particulars of variation of class rights of members, and it can only be used for a company without share capital. The form itself carries an equally explicit warning: it cannot be used to notify a variation of rights attached to shares — that is form SH10, which sits under a separate provision of the Act (section 637, rather than section 640).

Filing the notice keeps the public register accurate so that anyone inspecting the company's filings — a lender, a new member, a prospective purchaser — can see the current position on member rights. It is a statutory duty under the Companies Act 2006, not an optional administrative courtesy, and the obligation sits jointly with the company and its officers.

How class rights are varied before you can file anything

SH12 records a variation; it does not create one. Before you can file the form, the variation itself must have been validly made under section 631 of the Companies Act 2006. That section sets out two routes:

1. Follow the company's own articles, if they contain a specific procedure for varying the rights of a class of members. Many guarantee companies' articles are silent on this, in which case the statutory default applies.
2. Where the articles are silent, the variation needs either consent in writing from at least three-quarters of the members of the class affected, or a special resolution passed at a separate general meeting of that class.

Section 631(5) adds a point that is easy to miss: amending, or inserting, a provision in the articles that itself governs how class rights can be varied is treated as a variation of those rights in its own right — it doesn't escape the process just because it's a change to the mechanism rather than the rights themselves.

If the variation was not properly approved by one of these routes, filing SH12 does not cure the defect. Get the process right first; the form is the notification, not the authorisation.

The 15% objection right

Members who did not agree with a variation are not without recourse. Under section 634 of the Companies Act 2006, members amounting to at least 15% of the class in question — provided they did not consent to, or vote in favour of, the variation — can apply to the court to have it cancelled.

Two points matter in practice:

• The 21-day window is tight. The application must be made within 21 days of the date consent was given or the resolution was passed. There is no general discretion to extend it.
• The variation is suspended, not void, while an application is pending. If members do apply, the variation has no legal effect unless and until the court confirms it. The court will disallow the change only if satisfied, having regard to all the circumstances, that it would unfairly prejudice the members the applicant represents; otherwise it must confirm the variation, and its decision is final.

Where the court does make an order on such an application, the company has a further separate duty — under section 635 — to forward a copy of that order to the registrar within 15 days. This sits alongside, not instead of, the SH12 filing for the underlying variation. Note too that section 632 preserves the court's separate powers under other parts of the Act — including unfair prejudice petitions under Part 30 — so the 15% route is not the only avenue open to an aggrieved member.

What must be filed, and by when

Once the variation has been properly made (and has survived any objection period), section 640 of the Companies Act 2006 requires the company to deliver a notice to the registrar giving particulars of the variation, within one month from the date the variation was made.

The form asks for:

• The company's name and registered number.
• The date the class rights were varied.
• Particulars of the variation itself — what changed, and for which class of members (with a continuation page available if section 3 needs more space).

Be precise about the "before and after" position when describing the variation. A vague description creates ambiguity on a public record that a future member, lender or buyer will rely on. The one-month clock starts on the date the variation actually took effect — not the date it was proposed, not the date the form is drafted — so calculate the deadline as soon as the class has approved the change, and build in time for the document to reach Companies House.

Two related filings sit nearby in the same part of the Act and are easy to conflate with SH12: notice of a new class of members (section 638) and notice of a new name or designation for an existing class (section 639) — both also carry a one-month deadline, but they are separate filings from a variation of existing rights under section 640.

Filing method and fee

SH12 can be uploaded as a completed PDF through Companies House's document upload service, or posted to the Companies House office for the jurisdiction where the company is registered (Cardiff, Edinburgh or Belfast). Companies House notes that paper documents sent by post generally take longer to process than uploads.

On fees: SH12 does not appear as a chargeable item in Companies House's published fees schedule, which lists statutory charges for incorporation, registration, confirmation statements and similar transactions rather than notice-only filings of this kind. The paper form itself states it is provided free of charge. In practice this means there is normally no fee to file SH12 — but fees and filing requirements can change, so check the current position on GOV.UK before you rely on that, and don't hold the filing back purely to double-check an administrative detail while the one-month deadline runs down.

Consequences of missing the deadline

Section 640(2) makes it clear that failure to comply is a criminal offence, committed by the company and by every officer of the company who is in default. Section 640(3) sets the penalty: a fine not exceeding level 3 on the standard scale on summary conviction — currently £1,000, under section 37 of the Criminal Justice Act 1982 — plus, for continued non-compliance, a daily default fine of up to one-tenth of level 3.

Beyond the criminal exposure, a late or missing filing leaves the public register out of step with reality. That matters practically: a lender conducting due diligence, an incoming member, or a prospective buyer of the company relies on the register being current, and a gap can raise questions that slow down an otherwise straightforward transaction.

A worked example

A company limited by guarantee has two classes of member: Class A (founding members, with enhanced voting rights on constitutional changes) and Class B (ordinary members). At a meeting on 3 March, the Class A members pass a special resolution removing their enhanced voting rights, aligning both classes on ordinary voting going forward. No Class A member who attended dissented, and no application under section 634 follows within the 21-day window.

The company must deliver Form SH12 to the registrar by 3 April — one month from the date the variation was made — describing the variation (removal of Class A's enhanced constitutional voting rights) and the date it took effect. The company should also update its own register of members and its articles (if the enhanced rights were recorded there) to reflect the new position, separately from the Companies House filing.

What to do next

1. Confirm the variation was validly made under the company's articles of association or, failing that, the section 631 default (three-quarters written consent, or a special class resolution).
2. Check the 21-day objection window has passed, or that any section 634 application has been resolved, before treating the variation as final.
3. Draft the SH12 notice precisely — company name and number, the date of variation, and a clear description of exactly what changed and for which class.
4. File within one month of the variation date, by upload or post, and keep a dated copy of what you submitted.
5. Update the company's own registers and articles so its internal records match what is now on the public file.

This page provides general information about Form SH12 and the underlying Companies Act 2006 provisions for England and Wales. It is not legal advice and is not a substitute for advice tailored to your company's specific articles and circumstances. The law described was accurate as at July 2026 and is subject to change — always check GOV.UK and legislation.gov.uk for the current position, and speak to an adviser before relying on it for a live filing decision.

Last reviewed: July 2026 by a non-practising solicitor · Next review due: July 2027 or on legislative change.